Boxlight(BOXL) - 2022 Q3 - Quarterly Report

PART I. Financial Information This part presents Boxlight Corporation's unaudited condensed consolidated financial statements and related disclosures Item 1. Unaudited Condensed Consolidated Financial Statements This section presents Boxlight Corporation's unaudited condensed consolidated financial statements and detailed notes Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss This statement details Boxlight Corporation's revenues, costs, gross profit, and net income or loss Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands) | Metric (in thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :-------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenues, net | $68,736 | $61,008 | $178,967 | $141,186 | | Cost of revenues | $47,716 | $45,210 | $128,497 | $104,002 | | Gross profit | $21,020 | $15,798 | $50,470 | $37,184 | | Income from operations| $6,464 | $3,510 | $3,891 | $3,030 | | Net income (loss) | $3,105 | $729 | $(1,725) | $(6,660) | | Net income (loss) per common share – basic | $0.04 | $0.01 | $(0.04) | $(0.12) | | Net income (loss) per common share – diluted | $0.03 | $0.01 | $(0.04) | $(0.12) | - For the three months ended September 30, 2022, net revenues increased by 12.7% to $68.7 million, and net income significantly rose to $3.1 million from $729 thousand in the prior year. Gross profit margin improved to 30.6% from 25.9% YoY[8][111] - For the nine months ended September 30, 2022, net revenues increased by 26.8% to $179.0 million, and the net loss decreased to $1.7 million from $6.6 million in the prior year. Gross profit margin improved to 28.2% from 26.3% YoY[8][114] Unaudited Condensed Consolidated Balance Sheets This statement presents Boxlight Corporation's financial position, including assets, liabilities, and equity Unaudited Condensed Consolidated Balance Sheets (in thousands) | Metric (in thousands) | September 30, 2022 | December 31, 2021 | | :-------------------- | :----------------- | :---------------- | | Total current assets | $131,654 | $108,546 | | Total assets | $214,499 | $201,436 | | Total current liabilities | $69,380 | $54,748 | | Total liabilities | $139,230 | $119,626 | | Total stockholders' equity | $46,760 | $53,301 | - As of September 30, 2022, total assets increased to $214.5 million from $201.4 million at December 31, 2021, driven by higher current assets, particularly accounts receivable. Total liabilities also increased to $139.2 million from $119.6 million[10] - Stockholders' equity decreased to $46.8 million at September 30, 2022, from $53.3 million at December 31, 2021, primarily due to accumulated other comprehensive loss[10] Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity This statement outlines changes in Boxlight Corporation's stockholders' equity over specified periods - The balance of total stockholders' equity decreased from $53.3 million at December 31, 2021, to $46.8 million at September 30, 2022. This change was influenced by a significant foreign currency translation adjustment of $(11.4) million for the nine months ended September 30, 2022, and a net loss of $(1.7) million[11][15] - Key activities affecting equity during the nine months ended September 30, 2022, included the issuance of 7.0 million shares of Class A common stock, resulting in $2.35 million in additional paid-in capital, and stock compensation expense of $2.67 million[11] Unaudited Condensed Consolidated Statements of Cash Flows This statement summarizes Boxlight Corporation's cash inflows and outflows from operating, investing, and financing activities Cash Flow Activity (in thousands) | Cash Flow Activity (in thousands) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $500 | $(13,082) | | Net cash used in investing activities | $(1,060) | $(943) | | Net cash provided by financing activities | $4,440 | $7,165 | | Net increase (decrease) in cash and cash equivalents | $4,014 | $(7,237) | | Cash and cash equivalents, end of period | $21,952 | $6,223 | - Net cash provided by operating activities significantly improved to $500 thousand for the nine months ended September 30, 2022, compared to a net cash outflow of $13.1 million in the prior year, primarily due to reduced net loss and favorable changes in accounts payable[16] - Cash and cash equivalents increased to $22.0 million at September 30, 2022, from $17.9 million at the beginning of the period, reflecting a net increase of $4.0 million[16] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations for Boxlight Corporation's significant accounting policies and financial accounts NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES This note outlines Boxlight Corporation's business, revenue recognition, and significant accounting policies - Boxlight Corporation designs, produces, and distributes interactive technology solutions for education, corporate, and government markets under its Clevertouch and Mimio brands, including interactive displays, collaboration software, and professional services[18] - The Company recognizes revenue when control of products or services is transferred to customers, typically at shipment for products and ratably over time for services like maintenance and subscriptions[27][28] Disaggregated Revenue (in thousands) | Revenue Type | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Hardware | $64,601 | $57,400 | $167,967 | $131,865 | | Software | $906 | $1,395 | $3,959 | $3,445 | | Professional services | $1,359 | $534 | $2,192 | $1,103 | | Maintenance and subscription services | $1,870 | $1,679 | $4,849 | $4,773 | | Total | $68,736 | $61,008 | $178,967 | $141,186 | - As of September 30, 2022, remaining performance obligations totaled $23.2 million, with 33% expected to be recognized in the next twelve months[34] - The Company adopted ASU 2016-02 'Leases' on January 1, 2022, recognizing an operating lease right-of-use asset of $3.8 million and corresponding liabilities, with no impact on the statement of operations or cash flows[39] NOTE 2 – RECENT BUSINESS ACQUISITIONS This note details Boxlight Corporation's recent acquisitions, including FrontRow Calypso LLC and Interactive Concepts BV - On December 31, 2021, Boxlight acquired 100% of FrontRow Calypso LLC for $34.7 million, expanding its communication technology solutions for learning environments globally[44] FrontRow Acquisition - Assets Acquired and Liabilities Assumed (in thousands) | Item | Amount (in thousands) | | :------------------------ | :-------------------- | | Cash | $2,752 | | Accounts receivable | $3,381 | | Inventories | $10,240 | | Total assets acquired | $17,604 | | Total liabilities assumed | $(2,738) | | Net tangible assets acquired | $14,866 | | Identifiable intangible assets | $16,866 | | Goodwill | $2,920 | | Total net assets acquired | $34,652 | | Consideration paid (Cash) | $34,652 | - On March 23, 2021, Boxlight acquired 100% of Interactive Concepts BV for approximately $3.3 million in cash, common stock, and deferred consideration, strengthening its distribution in Belgium and Luxembourg[47] NOTE 3 – ACCOUNTS RECEIVABLE - TRADE This note provides details on Boxlight Corporation's trade accounts receivable and related allowances Accounts Receivable - Trade (in thousands) | Metric | September 30, 2022 | December 31, 2021 | | :-------------------------------------- | :----------------- | :---------------- | | Accounts receivable – trade | $53,174 | $29,573 | | Allowance for doubtful accounts | $(555) | $(555) | | Allowance for sales returns and volume rebates | $(1,365) | $(1,365) | | Accounts receivable - trade, net of allowances | $51,254 | $27,653 | - Net trade accounts receivable increased significantly to $51.3 million at September 30, 2022, from $27.7 million at December 31, 2021, reflecting increased sales[50] NOTE 4 – INVENTORIES This note details Boxlight Corporation's inventory composition and obsolescence reserves Inventories (in thousands) | Metric | September 30, 2022 | December 31, 2021 | | :----------------------------------- | :----------------- | :---------------- | | Finished goods | $49,577 | $51,346 | | Spare parts | $998 | $260 | | Reserve for inventory obsolescence | $(1,232) | $(599) | | Advanced shipping costs | $92 | $584 | | Inventories, net | $49,435 | $51,591 | - Net inventories decreased slightly to $49.4 million at September 30, 2022, from $51.6 million at December 31, 2021. The reserve for inventory obsolescence increased from $599 thousand to $1.23 million[53] NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS This note provides information on Boxlight Corporation's prepaid expenses and other current assets - Prepaid expenses and other current assets were $9.01 million at September 30, 2022, a slight decrease from $9.44 million at December 31, 2021[10] NOTE 6 – INTANGIBLE ASSETS This note details Boxlight Corporation's intangible assets, including amortization and useful lives Intangible Assets, Net (in thousands) | Intangible Asset | Useful Lives | September 30, 2022 | December 31, 2021 | | :----------------- | :----------- | :----------------- | :---------------- | | Patents | 4-10 years | $182 | $182 | | Customer relationships | 8-15 years | $47,650 | $55,158 | | Technology | 3-5 years | $8,521 | $8,901 | | Tradenames | 2-10 years | $12,065 | $13,085 | | Total Intangible assets, net | $51,913 | $65,532 | - Net intangible assets decreased to $51.9 million at September 30, 2022, from $65.5 million at December 31, 2021, primarily due to accumulated amortization and foreign currency translation adjustments[54] - Amortization expense for intangible assets was $2.1 million for the three months ended September 30, 2022, and $6.5 million for the nine months ended September 30, 2022[54] NOTE 7 – LEASES This note outlines Boxlight Corporation's operating lease commitments and related expenses - The Company has operating leases for office space and vehicles, with terms extending through February 2027. The weighted-average remaining lease term is 3.5 years, and the weighted-average discount rate is 15.5%[54][55] - Operating lease expense was $439 thousand for the three months and $1.5 million for the nine months ended September 30, 2022[55] Future Maturities of Operating Lease Liabilities (in thousands) | Fiscal Year Ended | Amount | | :---------------- | :----- | | 2022 | $647 | | 2023 | $2,000 | | 2024 | $1,271 | | 2025 | $1,068 | | 2026 | $731 | | Total | $5,717 | | Less imputed interest | $(1,356) | | Total | $4,361 | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES This note details Boxlight Corporation's accounts payable and accrued expenses Accounts Payable and Accrued Expenses (in thousands) | Metric | September 30, 2022 | December 31, 2021 | | :----------------------------------- | :----------------- | :---------------- | | Accounts payable | $38,955 | $25,714 | | Accrued expense | $8,648 | $6,440 | | Other | $807 | $1,484 | | Accounts payable and other liabilities | $48,410 | $33,638 | - Accounts payable and accrued expenses increased to $48.4 million at September 30, 2022, from $33.6 million at December 31, 2021, primarily driven by an increase in accounts payable[56] NOTE 9 – DEBT This note provides a summary of Boxlight Corporation's debt, including the Whitehawk term loan facility Summary of Debt (in thousands) | Debt Type | September 30, 2022 | December 31, 2021 | | :---------------------------- | :----------------- | :---------------- | | Paycheck Protection Program | $140 | $1,009 | | Note payable - Whitehawk | $59,063 | $58,500 | | Total debt | $59,203 | $59,509 | | Less: Discount and issuance costs | $5,923 | $7,568 | | Current portion of debt | $9,224 | $9,804 | | Long-term debt | $44,056 | $42,137 | | Total debt (net) | $53,280 | $51,941 | - The Company's total debt (net of discount and issuance costs) increased to $53.3 million at September 30, 2022, from $51.9 million at December 31, 2021, primarily due to the Whitehawk term loan facility[57] - The Whitehawk term loan facility, initially $58.5 million, was used to finance the FrontRow acquisition and refinance existing debt. It bears interest at LIBOR plus 10.75% (or 10.25% under certain conditions)[58] - The Whitehawk loan terms were amended in April and June 2022, extending repayment of $8.5 million principal to February 28, 2023, and adjusting the interest rate and borrowing base requirements. A $2.5 million delayed draw term loan was funded in June 2022[60] NOTE 10 – DERIVATIVE LIABILITIES This note details Boxlight Corporation's derivative liabilities related to warrant instruments Derivative Liabilities - Warrant Instruments (in thousands) | Description | September 30, 2022 | December 31, 2021 | | :-------------------------------- | :----------------- | :---------------- | | Derivative liabilities - warrant instruments | $1,527 | $3,064 | - Derivative liabilities related to warrant instruments decreased to $1.5 million at September 30, 2022, from $3.06 million at December 31, 2021. The warrants were repriced multiple times, most recently to an exercise price of $1.10 per share for 3,715,075 shares[23][58] NOTE 11 – INCOME TAXES This note outlines Boxlight Corporation's income tax expense, pretax income, and deferred tax assets Pretax (Loss) Income (in thousands) | Region | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :------------ | :------------------------------ | :------------------------------ | :------------------------------ | :------------------------------ | | United States | $3,320 | $(3,114) | $(589) | $(8,541) | | Foreign | $305 | $5,234 | $(661) | $5,817 | | Total | $3,625 | $2,120 | $(1,250) | $(2,724) | - Income tax expense decreased significantly to $475 thousand for the nine months ended September 30, 2022, from $3.9 million in the prior year, primarily due to a foreign pretax book loss and the discrete impact of a UK tax rate change in 2021[68][115] - The Company maintains a full valuation allowance on its net deferred tax assets in the U.S. and other jurisdictions due to a history of cumulative losses, while Sahara entities have a net deferred tax liability[68] NOTE 12 – EQUITY This note details Boxlight Corporation's equity structure, including common stock and preferred stock - As of September 30, 2022, the Company had 74,123,492 shares of Class A common stock outstanding, up from 63,821,901 shares at December 31, 2021[25][76] - In July 2022, the Company issued 7.0 million shares of Class A common stock, pre-funded warrants for 352,940 shares, and warrants for 7,352,940 shares, generating $5.0 million in gross proceeds for working capital[77] - The Series B and Series C Preferred Stock, with a stated value of $10.00 per share and 8% annual dividends for Series B, are classified as mezzanine equity due to redemption features not solely within the Company's control[73] NOTE 13 – STOCK COMPENSATION This note details Boxlight Corporation's stock compensation expense and unrecognized compensation Stock Compensation Expense (in thousands) | Expense Type | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Stock options | $128 | $153 | $683 | $544 | | Restricted stock units | $474 | $1,005 | $1,980 | $2,472 | | Warrants | $1 | $3 | $2 | $4 | | Total | $603 | $1,161 | $2,665 | $3,020 | - Total stock compensation expense decreased to $603 thousand for the three months ended September 30, 2022, from $1.16 million in the prior year, and to $2.67 million for the nine months, from $3.02 million[89] - As of September 30, 2022, approximately $4.7 million of unrecognized compensation expense related to unvested options, restricted stock units, and warrants remains, with $608 thousand estimated for the rest of 2022[89] NOTE 14 – RELATED PARTY TRANSACTIONS This note describes Boxlight Corporation's management agreement with a related party - The Company has a management agreement with an entity owned by its CEO and Chairman, Michael Pope, for consulting services, with a fee of 0.375% of consolidated net revenues, capped at $250,000 annually, payable in cash or Class A common stock[90] NOTE 15 – COMMITMENTS AND CONTINGENCIES This note outlines Boxlight Corporation's operating lease and inventory purchase commitments - The Company has non-cancelable operating lease commitments for office facilities in the U.S., U.K., Denmark, and Australia, with terms ending from 2023 to 2027[91] - As of September 30, 2022, the Company had $33.8 million in open inventory purchase commitments with vendors[92] NOTE 16 – CUSTOMER AND SUPPLIER CONCENTRATION This note details Boxlight Corporation's significant customer and supplier concentrations - One customer accounted for 14.1% of total revenues for the nine months ended September 30, 2022, with accounts receivable of $8.5 million[94] - Two vendors accounted for 44.0% and 20.0% of total purchases (cost of revenues) for the nine months ended September 30, 2022, respectively[94] NOTE 17 – SUBSEQUENT EVENTS This note describes Boxlight Corporation's subsequent payment on its Whitehawk Credit Agreement - On November 4, 2022, the Company made a $4.25 million payment on its Credit Agreement with Whitehawk, which will be credited towards the $8.5 million term loan due on February 28, 2023, without prepayment penalties[95] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Boxlight Corporation's financial condition and operating results Overview This section outlines Boxlight Corporation's business, market focus, and strategy for profitability - Boxlight aims to be a global leader in interactive products and software for education, business, and government, offering interactive displays, collaboration software, accessories, and professional services, including STEM products[99] - The Company's revenue is primarily generated from hardware and software sales to the educational market in the U.S. and Europe[99] - A comprehensive plan for profitability includes integrating acquired products, cross-training sales teams, and expanding reseller networks[99] Acquisition Strategy and Challenges This section details Boxlight Corporation's growth strategy through acquisitions and expected synergies - Boxlight's growth strategy involves acquiring companies with complementary products, technologies, industry specializations, or geographic coverage[100] - The Company expects to achieve cost savings and improved market reach through staff reductions, economies of scale, and increased industry visibility post-acquisition[100][102] Components of our Results of Operations and Financial Condition This section explains the key components influencing Boxlight Corporation's revenues, costs, and operating expenses - Revenues consist of hardware products, software services, and professional development, net of sales discounts[103] - Cost of revenues includes product purchase costs, logistics, freight, customs, warranty repair costs, inventory write-downs, and professional development training costs[104] - Gross profit and margin are influenced by product mix, channel, geography, product costs, and foreign currency exchange rates, with potential fluctuations due to supplier costs in other currencies[106] - Operating expenses are categorized into general and administrative (personnel, professional services, facilities, IT, depreciation, amortization) and research and development (personnel, prototype, design, certifications)[107][109] Operating Results – Boxlight Corporation (three-month periods) This section analyzes Boxlight Corporation's operating results for the three-month periods, highlighting revenue and net income changes - Total revenues for the three months ended September 30, 2022, increased by 12.7% to $68.7 million, driven by the FrontRow acquisition ($5.6 million contribution) and increased U.S. demand[111] - Gross profit margin improved to 30.6% (31.6% adjusted) for the three months ended September 30, 2022, up from 25.9% (27.1% adjusted) in the prior year[111] - Net income for the three months ended September 30, 2022, was $3.1 million, a significant increase from $729 thousand in the comparable prior period[113] - Other expense (net) increased to $2.8 million for the three months ended September 30, 2022, from $1.4 million in the prior year, primarily due to a $1.7 million increase in interest expense from the new credit facility[113] Operating Results – Boxlight Corporation (nine-month periods) This section analyzes Boxlight Corporation's operating results for the nine-month periods, focusing on revenue and net loss changes - Total revenues for the nine months ended September 30, 2022, increased by 26.8% to $179.0 million, with FrontRow contributing $19.0 million and organic growth of 13.3%[114] - Cost of revenues increased by 23.6% to $128.5 million, attributed to acquisitions, business growth, and higher global freight/shipping costs, which began to decline in H2 2022[114] - Net loss decreased to $1.7 million for the nine months ended September 30, 2022, from $6.6 million in the prior year, driven by a $1.7 million change in derivative liabilities fair value and a $3.8 million reduction in loss on debt settlement, partially offset by increased interest expense[116] EBITDA and Adjusted EBITDA Reconciliation (in thousands) | Metric (in thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :-------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $3,105 | $729 | $(1,725) | $(6,660) | | EBITDA | $8,454 | $4,687 | $12,898 | $5,192 | | Adjusted EBITDA | $9,868 | $7,156 | $16,312 | $14,106 | Discussion of Effect of Seasonality on Financial Condition This section discusses how seasonal fluctuations impact Boxlight Corporation's financial statements and balances - The Company's financial statements are subject to seasonal fluctuations, with the bulk of products shipped to educational customers in July, August, or September[118] - Inventories tend to be highest in the second quarter as products are built up for the school year, and accounts receivable balances peak in the third quarter due to high sales levels[118][119] Liquidity and Capital Resources This section assesses Boxlight Corporation's liquidity, capital resources, and financing activities - As of September 30, 2022, the Company had $22.0 million in cash and cash equivalents, a working capital balance of $62.3 million, and a current ratio of 1.90, representing a significant improvement from the prior year[120] - Operations were financed during the first nine months of 2022 through cash flows and the Whitehawk credit facility[120] - Despite global economic uncertainties and increased cost of capital, management is confident in managing through current challenges by optimizing payment terms with customers and vendors[121] Off Balance Sheet Arrangements This section confirms Boxlight Corporation has no significant off-balance sheet arrangements - The Company has no significant off-balance sheet arrangements that would materially affect its financial condition, results of operations, or liquidity[121] Critical Accounting Policies and Estimates This section identifies Boxlight Corporation's critical accounting policies requiring significant management judgment - Critical accounting policies and estimates include revenue recognition, business acquisitions, goodwill and intangible assets, and stock-based compensation expense, which require significant management judgment and assumptions[121] Status as Emerging Growth Company This section explains Boxlight Corporation's status as an emerging growth company and its upcoming change - Boxlight is an 'emerging growth company' under the JOBS Act, benefiting from reduced reporting and regulatory requirements, including an exemption from adopting new financial accounting standards until they apply to private companies[122] - The Company will lose its emerging growth company status on January 1, 2023, marking the fifth anniversary of its first sale of equity securities under an effective registration statement[122] Item 3. Quantitative and Qualitative Disclosure About Market Risk As a smaller reporting company, Boxlight Corporation is exempt from market risk disclosures in this report - As a 'smaller reporting company,' Boxlight Corporation is exempt from the requirement to provide quantitative and qualitative disclosure about market risk[122] Item 4. Controls and Procedures This section addresses the effectiveness of Boxlight Corporation's disclosure controls and internal financial reporting controls Evaluation of disclosure controls and procedures. This section concludes on the effectiveness of Boxlight Corporation's disclosure controls and procedures - As of September 30, 2022, the principal executive and financial officers concluded that the Company's disclosure controls and procedures were not effective due to material weaknesses identified in the 2021 Annual Report on Form 10-K[123] - Despite material weaknesses, management believes the condensed consolidated financial statements in this report fairly present the Company's financial condition, results of operations, and cash flows in accordance with U.S. GAAP[123] Limitations on Effectiveness of Controls. This section acknowledges inherent limitations in control systems, providing reasonable but not absolute assurance - Control systems provide only reasonable, not absolute, assurance that objectives are met, and inherent limitations mean no evaluation can guarantee detection of all control issues or fraud[124] Changes in internal controls over financial reporting. This section details changes made to Boxlight Corporation's internal controls over financial reporting - During 2022, management engaged professional services firms to assist with income tax provision preparation and review, and for warrant valuation related to the Whitehawk credit facility[125] - No additional changes materially affecting internal control over financial reporting occurred during the quarter ended September 30, 2022[125] PART II. Other Information This part presents Boxlight Corporation's other required information, including legal proceedings and risk factors Item 1. Legal Proceedings Boxlight Corporation reported no legal proceedings for the period - There are no legal proceedings to report[125] Item 1A. Risk Factors This section highlights key risks faced by Boxlight Corporation, including supply chain and foreign currency fluctuations - The Company faces challenges from global supply chain disruptions, including component shortages, shipping delays, and increased shipping costs, which have reduced gross profit margins[125] - A global silicon chip supply shortage could further disrupt the supply chain, potentially affecting the ability to timely obtain and deliver finished goods[125] - Operations outside the U.S. expose the Company to exchange rate risk (transaction, translation, and economic exposure), where a stronger U.S. Dollar negatively affects reported financial results[125] Item 2. Unregistered Sale of Equity Securities and Use of Proceeds Boxlight Corporation reported no unregistered sales of equity securities or use of proceeds for the period - There were no unregistered sales of equity securities and use of proceeds to report[125] Item 3. Defaults Upon Senior Securities Boxlight Corporation reported no defaults upon senior securities for the period - There were no defaults upon senior securities to report[125] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to Boxlight Corporation's operations - Mine safety disclosures are not applicable[125] Item 5. Other Information Boxlight Corporation reported no other information for the period - There is no other information to report[127] Item 6. Exhibits This section lists the exhibits filed or furnished with the Form 10-Q, including warrants and credit agreements - Exhibits include Form of Pre-Funded Warrant (4.1), Form of Warrant (4.2), Second Amendment to Credit Agreement (10.2), Form of Securities Purchase Agreement (10.3), Form of Placement Agency Agreement (10.4), and various certifications (31.1, 31.2, 32.1, 32.2)[128] Signatures The report is signed by Boxlight Corporation's Chief Executive Officer and Chief Financial Officer - The report was signed by Michael Pope, Chief Executive Officer, and Greg Wiggins, Chief Financial Officer, on November 9, 2022[130]